Does a purchaser of a corporation's assets typically assume the seller's liabilities?

California, United States of America


The following excerpt is from Ratliff v. Trojan Capital Invs., LLC, A153044 (Cal. App. 2020):

Under California law, the purchaser of a corporation's assets typically "does not assume the seller's liabilities unless (1) there is an express or implied agreement of assumption, (2) the transaction amounts to a consolidation or merger of the two corporations, (3) the purchasing corporation is a mere continuation of the seller, or (4) the transfer of assets to the purchaser is for the fraudulent purpose of escaping liability for the seller's debts." (Ray v. Alad Corp. (1977) 19 Cal.3d 22, 28.)

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